[LETTERHEAD OF BLACKBAUD]
March 23, 2004
Pobeda Partners Ltd.
c/o Hellman & Xxxxxxxx Capital Partners III, L.P.
c/o Hellman & Xxxxxxxx LLC
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies & Gentlemen:
Reference is made to the Investor Rights Agreement (the "Agreement"),
dated as of October 13, 1999, by and among Blackbaud, Inc. (the "Company"), the
Selling Shareholders listed on Exhibit A to the Agreement and Pobeda Partners,
Ltd. ("Purchaser"). Capitalized terms used and not otherwise defined herein
shall have the respective meanings ascribed thereto in the Agreement.
Pursuant to Section 18(b)(ii) of the Agreement, you and the Company
hereby mutually agree that you are hereby granted a total of four (4) Demand
Registrations in full satisfaction of the provisions of that section, one or
more of which, at the request of the Holder initiating a Demand Registration,
shall be on Form S-3 (or the equivalent). Notwithstanding the foregoing, nothing
herein shall restrict, prohibit, or limit in any way a Holder's rights to
exercise its registration rights under Section 18(c) or 18(i) of the Agreement
or transfer its registration rights under Section 18(h) of the Agreement.
If you are in agreement with the foregoing, please sign in the space
provided below.
BLACKBAUD, INC.
By: /s/ XXXXXXX X. XXXXXXXX
----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President and CFO
ACKNOWLEDGED AND AGREED TO:
POBEDA PARTNERS LTD.
By: /s/ XXXXXXX XXX
-----------------------------
Name: Xxxxxxx Xxx
Title: CFO
